-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JOMa3iyb9+z25o92ID41ofY3EwAhFcgTBPCSS3mOMQqRaUGb44LpH0Yv3zowkE22 xwf/Vb8S8SKSMsAl+cJvRw== 0000950134-04-012690.txt : 20040823 0000950134-04-012690.hdr.sgml : 20040823 20040823172518 ACCESSION NUMBER: 0000950134-04-012690 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040823 DATE AS OF CHANGE: 20040823 GROUP MEMBERS: DAVID EINHORN GROUP MEMBERS: GREENLIGHT CAPITAL ADVISORS LLC GROUP MEMBERS: GREENLIGHT CAPITAL INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON COMMUNICATIONS GROUP INC CENTRAL INDEX KEY: 0001012887 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 043026859 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49597 FILM NUMBER: 04992595 BUSINESS ADDRESS: STREET 1: 100 SYLVAN RD STREET 2: STE 100 CITY: WOBURN STATE: MA ZIP: 01801-1830 BUSINESS PHONE: 7819045000 MAIL ADDRESS: STREET 1: 100 SYLVAN RD STREET 2: STE 100 CITY: WOBURN STATE: MA ZIP: 01801-1830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL LLC CENTRAL INDEX KEY: 0001040272 IRS NUMBER: 133886851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVE SUITE 875 CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: SUITE 875 CITY: NEW YORK STATE: NY ZIP: 10170 SC 13G 1 d17926sc13g.htm SCHEDULE 13G sc13g
 

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

BOSTON COMMUNICATIONS GROUP, INC.

(Name of Issuer)

Common Stock, Par Value $0.01

(Title of Class of Securities)

100582105

(CUSIP Number)

August 13, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        þ Rule 13d-1 (c)

        o Rule 13d-1 (d)

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13G
CUSIP No. 100582105 13-3886851
  1. Name of Reporting Person:
Greenlight Capital, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
13-3886851
  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
455,300
6. Shared Voting Power:
0
7. Sole Dispositive Power:
455,300
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
455,300
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o
  11.Percent of Class Represented by Amount in Row (9):
2.6%**
  12.Type of Reporting Person*:
OO

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b)

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13G
CUSIP No. 100582105 13-3871632
  1. Name of Reporting Person:
Greenlight Capital, Inc.		 I.R.S. Identification Nos. of above persons (entities only):
13-3871632
  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
444,700
6. Shared Voting Power:
0
7. Sole Dispositive Power:
444,700
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
444,700
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o
  11.Percent of Class Represented by Amount in Row (9):
2.5%**
  12.Type of Reporting Person*:
CO

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b)

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13G
CUSIP No. 100582105 20-1365209
  1. Name of Reporting Person:
Greenlight Capital Advisors, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
20-1365209
  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
50,000
6. Shared Voting Power:
0
7. Sole Dispositive Power:
50,000
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
50,000
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o
  11.Percent of Class Represented by Amount in Row (9):
0.3%**
  12.Type of Reporting Person*:
OO

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b)

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13G
CUSIP No. 100582105
  1. Name of Reporting Person:
David Einhorn		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group*:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S. Citizen
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
950,000
6. Shared Voting Power:
0
7. Sole Dispositive Power:
950,000
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
950,000
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares*:
o
  11.Percent of Class Represented by Amount in Row (9):
5.4%**
  12.Type of Reporting Person*:
IN

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b)

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SCHEDULE 13G

     This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc”), and Greenlight Capital Advisors, L.L.C., a Delaware limited liability company (“Greenlight Advisors,” and together with Greenlight LLC and Greenlight Inc, “Greenlight”), and Mr. David Einhorn, principal of Greenlight.

     This Schedule 13G relates to the Common Stock, par value $0.01, of Boston Communications Group, Inc., a Massachusetts corporation (the “Common Shares”) purchased by Greenlight for the account of (i) Greenlight Capital, L.P. (“Greenlight Fund”), of which Greenlight LLC is the general partner, (ii) Greenlight Capital Qualified, L.P (“Greenlight Qualified”), of which Greenlight LLC is the general partner, (iii) Greenlight Capital Offshore, Ltd. (“Greenlight Offshore”), to which Greenlight Inc acts as investment advisor, and any managed accounts for which Greenlight Advisors acts as investment manager.

Item 1(a)   Name of Issuer.
 
    Boston Communications Group, Inc.
 
Item 1(b)   Address of Issuer’s Principal Executive Offices.
 
    100 Sylvan Road, Woburn, Massachusetts 01801
 
Item 2(a)   Name of Person Filing.
 
    Greenlight Capital, L.L.C., Greenlight Capital, Inc., Greenlight Advisors, L.L.C. and David Einhorn
 
Item 2(b)   Address of Principal Business Office, or, if none, Residence.
 
  140 East 45th Street
24th Floor
New York, New York 10017
 
Item 2(c)   Citizenship or Place of Organization.
 
    Greenlight LLC and Greenlight Advisors are each a limited liability company organized under the laws of the State of Delaware. Greenlight Inc is a corporation organized under the laws of the state of Delaware. David Einhorn is the principal of Greenlight and a United States citizen.
 
Item 2(d)   Title of Class of Securities.
 
    Common Stock

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Item 2(e)   CUSIP Number.
 
    100582105
 
Item 3   Reporting Person.
 
    Inapplicable.
 
Item 4   Ownership.

  (a)   Greenlight and Mr. Einhorn are the beneficial owners of 950,000 Common Shares.
 
  (b)   Greenlight and Mr. Einhorn are the beneficial owners of 5.4% of the outstanding Common Shares. This percentage is determined by dividing the 950,000 shares beneficially owned by Greenlight and Mr. Einhorn by 17,498,271, the number of Common Shares issued and outstanding as of August 6, 2004, as reported in the Quarterly Report on Form 10-Q filed on August 9, 2004 with the Securities and Exchange Commission.
 
  (c)   Greenlight has the sole power to vote and dispose of the 950,000 Common Shares beneficially owned by it. As the principal of Greenlight, Mr. Einhorn may direct the vote and disposition of the 950,000 Common Shares beneficially owned by Greenlight.

    The filing of this Schedule 13G shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the 950,000 shares of Common Shares owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore or any managed account managed by Greenlight Advisors. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership.
 
Item 5   Ownership of Five Percent or Less of a Class.
 
    Inapplicable.
 
Item 6   Ownership of More Than Five Percent on Behalf of Another Person.
 
    Inapplicable.
 
Item 7   Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
 
    Inapplicable.
 
Item 8   Identification and Classification of Members of the Group.
 
    Inapplicable.

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Item 9   Notice of Dissolution of Group.
 
    Inapplicable.
 
Item 10   Certification.
 
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
Exhibits   Exhibit 1
 
    Joint Filing Agreement dated August 23, 2004, between Greenlight and David Einhorn.

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SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     Date: August 23, 2004
         
  Greenlight Capital, L.L.C.
 		  
  By:   /S/ DAVID EINHORN    
    David Einhorn, Senior Managing Member   
       
 
  Greenlight Capital, Inc.
 		  
  By:   /S/ DAVID EINHORN    
    David Einhorn, President   
       
 
  Greenlight Capital Advisors, L.L.C.
 		  
  By:   /S/ DAVID EINHORN    
    David Einhorn, Senior Managing Member   
       
 
  /S/ DAVID EINHORN
  David Einhorn  
     
     
     

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EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Shares of Common Stock, $0.01 per share, of Boston Communications Group, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of August 23, 2004.
         
  Greenlight Capital, L.L.C.
 		  
  By:   /S/ DAVID EINHORN    
    David Einhorn, Senior Managing Member   
       
 
  Greenlight Capital, Inc.
 		  
  By:   /S/ DAVID EINHORN    
    David Einhorn, President   
       
 
  Greenlight Capital Advisors, L.L.C.
 		  
  By:   /S/ DAVID EINHORN    
    David Einhorn, Senior Managing Member   
       
 
  /S/ DAVID EINHORN
  David Einhorn  

 

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